Common use of Spin-Offs Clause in Contracts

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system (a “Spin-Off”), then the Exercise Price will be decreased based on the following formula: where: EP0 = the Exercise Price in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; EP1 = the Exercise Price in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date; and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Exercise Price pursuant to this Section 4.5 will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant is exercised and the Exercise Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant, the Company will, if necessary, delay the settlement of such exercise until the second (2nd) Trading Day after the last day of the Spin-Off Valuation Period.

Spin-Offs. If With respect to an adjustment pursuant to this clause (b) where there has been a payment of a dividend or other distribution by the Company distributes to all or dividends substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Eventthat will be, as to which Section 4.3 will apply)upon distribution, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Warrant Shares Per Warrant shall be increased based on the following formula: WS1 = WS0 × (FMV + SP) / SP where: WS0 = the number of Warrant Shares Per Warrant in effect immediately prior to the open of business on the Ex-Date of the Spin-Off; WS1= the number of Warrant Shares Per Warrant in effect immediately after the open of business on the Ex-Date of the Spin-Off; FMV = the arithmetic average of the Market Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock on each Trading Day comprised in the period of ten consecutive Trading Days immediately following, and including, the Ex-Date for such Spin-Off (such period, the “Valuation Period”); and SP = the arithmetic average of the Market Prices of the Common Stock on each Trading Day comprised in the Valuation Period. the Implied Per Share Exercise Price will in effect immediately prior to the open of business for the Ex-Date for the Spin-Off shall be decreased based on the following formula: X1 = X0 × WS0 / WS1 where: EP0 X0 = the Implied Per Share Exercise Price in effect immediately before prior to the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; EP1 X1 = the Implied Per Share Exercise Price in effect immediately after the Open open of Business business on such the Ex-Dividend Date; FMV = the product of (x) the average Date of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date; and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP WS0 = the average Warrant Shares Per Warrant in effect immediately prior to the open of business on the Last Reported Sale Prices per share Ex-Date of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to Off; WS1 = the Exercise Price pursuant to this Section 4.5 will be calculated as adjusted Warrant Shares Per Warrant in effect immediately after the open of the Close of Business business on the last Trading Day Ex-Date of the Spin-Off as determined pursuant to this clause (b)(ii). Any adjustment to the Implied Per Share Exercise Price and number of Warrant Shares Per Warrant under this clause (b)(ii) shall be made immediately after the close of business on the last day of the Valuation Period Period, but will shall be given effect immediately after as of the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this an adjustment to the Implied Per Share Exercise Price and the Warrant Shares Per Warrant is exercised made in respect of any distribution of the type described in this clause (b) but such distribution is not so made, the Implied Per Share Exercise Price and Warrant Shares Per Warrant shall be readjusted, effective as of the Exercise Date occurs during date the Spin-Off Valuation PeriodBoard of Directors determines not to make such distribution, then, notwithstanding anything to the contrary Implied Per Share Exercise Price and Warrant Shares Per Warrant that would then be in this Warrant, the Company will, if necessary, delay the settlement of effect had no such exercise until the second (2nd) Trading Day after the last day of the Spin-Off Valuation Periodadjustment been made.

Spin-Offs. If With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution by the Company distributes to all or dividends substantially all holders of its Common Stock in shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Eventthat will be, as to which Section 4.3 will apply)upon distribution, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national or regional securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Basic Warrant Exercise Price will Rate shall be decreased increased based on the following formula: where: EP0 BWER1 = the Basic Warrant Exercise Price Rate in effect immediately before at the Open open of Business business on the Ex-Dividend Date for such of the Spin-Off; EP1 BWER0 = the Basic Warrant Exercise Price Rate in effect immediately after prior to the Open open of Business business on such the Ex-Dividend DateDate of the Spin-Off; FMV = the product of (x) the arithmetic average of the Last Reported Sale Prices per share or unit of the Capital Stock or similar equity interests interest distributed to holders of the Common Stock applicable to one share of Common Stock on each day which is a Trading Day for both the Common Stock and the Capital Stock or similar equity interest so distributed (each, a “Valuation Trading Day”) comprised in the period of ten consecutive Valuation Trading Days commencing on the Ex-Date for such Spin-Off over (or, if such Ex-Date is not a Valuation Trading Day, commencing on the ten immediately following Valuation Trading Day) (10) consecutive Trading Day period (such period, the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP SP0 = the arithmetic average of the Last Reported Sale Prices per share of the Common Stock for on each Trading Day comprised in the Spin-Off Valuation Period. The Any adjustment to the Basic Warrant Exercise Price pursuant to Rate under this Section 4.5 will clause (c)(ii) shall be calculated as of made immediately after the Close of Business on the last Trading Day day of the Spin-Off Valuation Period Period, but will be given effect immediately after shall become effective at the Open open of Business business on the Ex-Dividend Date for the Spin-Off, with retroactive effectsubject to Section 4.02(b). If this Warrant is exercised and the Exercise Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything an adjustment to the contrary Basic Warrant Exercise Rate is made in respect of any distribution of the type described in this Warrantclause (c) but such distribution is not so made, the Company willBasic Warrant Exercise Rate shall be readjusted, if necessary, delay the settlement of such exercise until the second (2nd) Trading Day after the last day effective as of the Spin-Off Valuation Perioddate the Board of Directors determines not to make such distribution, to the Basic Warrant Exercise Rate that would then be in effect at such time had no such adjustment been made.

Spin-Offs. If the Company Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company Parent to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock an Ordinary Share Change Event, as to which Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, exchange or a reasonably comparable non-U.S. equivalent (as determined by the OTCQX, the OTCQB, the Pink Market or similar quotation system Parent Board) (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per per-share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend DateDate (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Exercise Price Conversion Rate pursuant to this Section 4.5 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant a Note is exercised converted and the Exercise Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this WarrantIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Trading Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend DateDate (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Exercise Price pursuant to contrary in this Section 4.5 will be calculated as of the Close of Business on the last 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant is exercised and the Exercise Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrantthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Trading Day after the last day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 5.08 will apply), and such Capital Stock or equity interest is interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend DateDate for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Exercise Price pursuant to contrary in this Section 4.5 will be calculated as of the Close of Business on the last 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant is exercised and the Exercise Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrantthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Trading Day after the last day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iii)(2) will become effective as of the time set forth in the preceding definition of CR1.

Spin-Offs. If the Company Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company Parent to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock an Ordinary Share Change Event, as to which Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, exchange or a reasonably comparable non-U.S. equivalent (as determined by the OTCQX, the OTCQB, the Pink Market or similar quotation system Parent Board) (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend DateDate (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Exercise Price Conversion Rate pursuant to this Section 4.5 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant a Note is exercised converted and the Exercise Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this WarrantIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Trading Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: FMV + SP SP CR1 = CR0 X where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend DateDate (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Exercise Price pursuant to contrary in this Section 4.5 will be calculated as of the Close of Business on the last 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant is exercised and the Exercise Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrantthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Trading Day after the last day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock Share Change Event, as to which Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: CR1 = CR0 x FMV + SP where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend DateDate for such Spin-Off (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Exercise Price pursuant to contrary in this Section 4.5 will be calculated as of the Close of Business on the last 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant is exercised and the Exercise Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrantthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Trading Day after the last day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend DateDate (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Exercise Price pursuant to contrary in this Section 4.5 will be calculated as of the Close of Business on the last 5.05.(A)(iii)(2), (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant is exercised and the Exercise Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrantthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Trading Day after the last day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05.(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 will apply)Stock, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date; Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and (y) Trading Day were instead references to the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off); and SP MP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in over the Spin-Off Valuation Period. The adjustment to the Exercise Price Conversion Rate pursuant to this Section 4.5 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If Notwithstanding anything to the contrary in this Warrant Section 5.05(A)(iii)(2), (i) if the Conversion Settlement Date for a Note whose conversion is exercised to be settled pursuant to Cash Settlement or Combination Settlement occurs on or before the last Trading Day in the Spin-Off Valuation Period for any Spin-Off and any VWAP Trading Day in the Exercise Date Observation Period for such conversion occurs during the on any Trading Day within such Spin-Off Valuation Period, then, notwithstanding anything solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to be the contrary in this Warrantperiod from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, the last VWAP Trading Day in such Observation Period (or, if necessary, delay the settlement of such exercise until the second (2nd) VWAP Trading Day after is not a Trading Day, the immediately preceding Trading Day); and (ii) if the Conversion Settlement Date for a Note whose conversion is to be settled pursuant to Physical Settlement occurs on or before the last day of Trading Day in the Spin-Off Valuation Period for a Spin-Off and the Conversion Date for such conversion occurs on any Trading Day within such Spin-Off Valuation Period, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to be the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day). To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 will apply)Stock, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date; Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and (y) Trading Day were instead references to the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off); and SP MP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in over the Spin-Off Valuation Period. The adjustment to the Exercise Price Conversion Rate pursuant to this Section 4.5 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant a Note is exercised converted and the Exercise Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this WarrantIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second third (2nd3rd) Trading Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: CR1 = CR0 x FMV + SP where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend DateDate for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The For the avoidance of doubt, each adjustment to the Exercise Price Conversion Rate made pursuant to this Section 4.5 the preceding sentence will be calculated as become effective at the time set forth in the definition of CR1 above. Notwithstanding anything to the Close of Business on the last contrary, (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant is exercised and the Exercise Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrantthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Trading Day after the last day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 will apply)Stock, and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date; Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and (y) Trading Day were instead references to the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off); and SP MP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in over the Spin-Off Valuation Period. The adjustment to the Exercise Price Conversion Rate pursuant to this Section 4.5 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant a Note is exercised converted and the Exercise Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this WarrantIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Trading Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company Corporation distributes or dividends shares of Capital Stock capital stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company Corporation to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 4.3 8(b) of the Certificate of Designations will apply), and such Capital Stock capital stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a Canadian or U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Conversion Price will be decreased based on the following formula: where: EP0 CP0 = the Exercise Conversion Price in effect immediately before prior to the Open Close of Business on the Ex-Dividend Date for such last Trading Day of the Spin-OffOff Valuation Period; EP1 CP1 = the Exercise Conversion Price in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock capital stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend DateDate (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such capital stock or equity interests); and (y) the number of shares or units of such Capital Stock capital stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment To the extent any dividend or distribution of the type set forth in this Section 2(c)(ii) of this Exhibit B is declared but not made or paid, the Conversion Price will be readjusted to the Exercise Conversion Price pursuant to this Section 4.5 will that would then be calculated as of in effect had the Close of Business adjustment been made on the last Trading Day basis of only the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant is exercised and the Exercise Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Warrant, the Company willdividend or distribution, if necessaryany, delay the settlement of such exercise until the second (2nd) Trading Day after the last day of the Spin-Off Valuation Periodactually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock Share Change Event, as to which Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: CR1 = CR0 × FMV + SP where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open Close of Business on the Exlast Trading Day of the Spin-Dividend Date Off Valuation Period for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open Close of Business on such Exthe last Trading Day of the Spin-Dividend DateOff Valuation Period; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such the Ex-Dividend DateDate for such Spin-Off (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock Ordinary Share for each Trading Day in the Spin-Off Valuation Period. The adjustment Notwithstanding anything to the Exercise Price pursuant to contrary in this Section 4.5 will be calculated as of the Close of Business on the last 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Spin-Off Valuation Observation Period but for a Note whose conversion will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant is exercised and the Exercise Date settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation PeriodPeriod for such Spin-Off, then, notwithstanding anything solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the contrary Trading Days occurring in this Warrantthe period from, and including, the Company willEx-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if necessary, delay the settlement of such exercise until the second (2nd) Trading Day after the last day of Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation PeriodPeriod for a Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company Parent to all or substantially all holders of the Common Stock Ordinary Shares (other than solely pursuant to a Common Stock an Ordinary Share Change Event, as to which Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, exchange or a reasonably comparable non-U.S. equivalent (as determined by the OTCQX, the OTCQB, the Pink Market or similar quotation system Parent Board) (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: CR1 = CR0 × FMV + SP SP where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend DateDate (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock Ordinary Share in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period. The adjustment to the Exercise Price Conversion Rate pursuant to this Section 4.5 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Spin- Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant a Note is exercised converted and the Exercise Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this WarrantIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second (2nd) Trading Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to make such distribution, to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interestinterests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 4.3 5.09 will apply), and such Capital Stock or equity interest is interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices Price per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend DateDate (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references to such Capital Stock or equity interests, as applicable); and (y) the number of shares or units units, as applicable, of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in over the Spin-Off Valuation Period. The adjustment to the Exercise Price Conversion Rate pursuant to this Section 4.5 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant a Note is exercised converted and the Exercise Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this WarrantIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the second third (2nd3rd) Trading Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 4.3 5.09 will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, the OTCQX, the OTCQB, the Pink Market or similar quotation system exchange (a “Spin-Off”), then the Exercise Price Conversion Rate will be decreased increased based on the following formula: CR1 = CR0 x FMV+SP where: EP0 CR0 = the Exercise Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off; EP1 CR1 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV = the product of (x) the average of the Last Reported Sale Prices Price per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend DateDate (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price and Trading Day were instead references such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in over the Spin-Off Valuation Period. The adjustment to the Exercise Price Conversion Rate pursuant to this Section 4.5 5.05(A)(iii)(2) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If this Warrant a Note is exercised converted and the Exercise Conversion Date (in the case of Physical Settlement) or any VWAP Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this WarrantIndenture or the Notes, the Company will, if necessary, delay the settlement of such exercise conversion until the third (3rd) (or, if the T+2 Effective Date has occurred by the last day of the Spin-Off Valuation Period, the second (2nd)) Trading Business Day after the last day of the Spin-Off Valuation Period. To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.